SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

ALATENN RESOURCES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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2

[ALATENN RESOURCES LETTERHEAD]

April 1, 1996

Dear Shareholder:

You are cordially invited to attend the 1996 annual meeting of shareholders
of AlaTenn Resources, Inc., which will be held at the offices of the Company,
100 East Second Street, Sheffield, Alabama on Monday, May 6, 1996 at 10:00 a.m.,
Central Time. A notice of the annual meeting and the Company's proxy statement,
together with a proxy card, accompany this letter.

At the annual meeting, shareholders will be asked to elect three directors,
each to serve for a term of three years, to consider and vote upon a proposal to
amend the Company's Articles of Incorporation to change the name of the Company
to "ATRION Corporation" and to ratify the Board of Directors' appointment of
Arthur Andersen LLP as independent accountants. These matters are described in
detail in the accompanying material.

We hope that you will attend the meeting in person. However, whether or not
you plan to be personally present, we urge you to read the accompanying proxy
statement carefully and then complete, date and sign the enclosed proxy card and
return it promptly in the envelope provided herewith. This will ensure
representation of your shares if you are unable to attend the meeting.

Sincerely,

/s/ Jerry A. Howard

Jerry A. Howard
3

ALATENN RESOURCES, INC.
POST OFFICE BOX 918
FLORENCE, ALABAMA 35631

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of AlaTenn Resources, Inc.:

Notice is hereby given that the annual meeting of shareholders of AlaTenn
Resources, Inc. (the "Company") will be held at the offices of the Company, 100
East Second Street, Sheffield, Alabama on Monday, May 6, 1996 at 10:00 a.m.,
Central Time, for the following purposes:

1. To elect three directors.

2. To consider and vote upon a proposal to amend the Company's Articles of
Incorporation to change the name of the Company to "ATRION Corporation."

3. To ratify the Board of Directors' appointment of Arthur Andersen LLP as
independent accountants to audit the Company's financial statements for
the year 1996.

4. To transact such other business as may properly come before the meeting.

The Board of Directors has fixed the close of business on March 15, 1996 as
the record date for the determination of shareholders entitled to notice of and
to vote at the annual meeting and at any adjournment thereof.

By Order of the Board of Directors

George G. Petty
Vice President -- Finance,
Chief Financial Officer and
Secretary-Treasurer

April 1, 1996

IMPORTANT

YOU ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN
IT PROMPTLY IN THE ENVELOPE PROVIDED HEREWITH. IF YOU ATTEND THE MEETING, YOU
MAY, IF YOU WISH, WITHDRAW YOUR PROXY AND VOTE IN PERSON.
4

ALATENN RESOURCES, INC.
POST OFFICE BOX 918
FLORENCE, ALABAMA 35631

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
MAY 6, 1996

GENERAL INFORMATION

This proxy statement is being furnished to the shareholders of AlaTenn
Resources, Inc. (the "Company") in connection with the solicitation of proxies
by the Board of Directors of the Company to be voted at the annual meeting of
shareholders to be held at the offices of the Company, 100 East Second Street,
Sheffield, Alabama on Monday, May 6, 1996 at 10:00 a.m., Central Time, and at
any adjournment of such meeting. This proxy statement and the accompanying form
of proxy are being first sent or given to shareholders on or about April 1,
1996. The 1995 Annual Report of the Company is being mailed to shareholders with
this proxy statement.

PURPOSE OF THE MEETING

At the annual meeting, the Company's shareholders will consider and vote
upon the election of three directors, a proposal to amend the Company's Articles
of Incorporation to change the name of the Company and a proposal to ratify the
Board of Directors' appointment of Arthur Andersen LLP as independent
accountants to audit the Company's financial statements for the year 1996.

VOTING SECURITIES AND RECORD DATE

At the close of business on March 15, 1996, which has been fixed as the
record date for the annual meeting, the Company had outstanding 2,120,084 common
shares, the only voting securities of the Company. Holders of record of common
shares outstanding on the record date will be entitled to one vote for each
share held of record on that date upon each matter presented to the shareholders
to be voted upon at the meeting. The presence, in person or by proxy, of the
holders of a majority of the common shares outstanding on the record date is
necessary to constitute a quorum at the annual meeting.

Common shares of the Company represented by properly executed proxies
received in time for the annual meeting, unless previously revoked, will be
voted at the annual meeting as specified by the shareholders on the proxies. If
no such specification is made, shares represented by such proxies will be voted
for the election as directors of the three nominees listed below, for approval
of the proposed amendment to the Company's Articles of Incorporation and for
ratification of the Board of Directors' appointment of Arthur Andersen LLP to
audit the Company's financial statements for the year 1996. A proxy may be
revoked by giving notice to the Company in writing prior to its use. Abstentions
and broker non-votes will be counted as present or represented at the annual
meeting for the purpose of determining whether a quorum exists. However,
abstentions and broker non-votes with respect to any matter voted upon at the
annual meeting will be treated as shares not voting for the purpose of
determining whether the requisite vote has been obtained.

SOLICITATION OF PROXIES

The cost of soliciting proxies will be borne by the Company. In addition to
the use of the mails, proxies may be solicited personally or by telephone by the
directors, officers and employees of the Company without additional
compensation. Brokerage firms, nominees, fiduciaries and other custodians will
be requested to forward, at the Company's expense, soliciting materials to the
beneficial owners of the common shares of the Company held in their names or in
those of their nominees.
5

ELECTION OF DIRECTORS

The Company's Board of Directors is divided into three classes: Class I,
Class II and Class III. Three Class I directors are to be elected at the annual
meeting to serve until the annual meeting of shareholders to be held in 1999 and
until the election and qualification of their respective successors in office.
Each of the three nominees for election as a Class I director currently is a
member of the Board of Directors. Two of those nominees, Emile A. Battat and J.
Kenneth Smith, were previously elected by the shareholders. The third nominee,
John H. P. Maley, was elected by the Board of Directors in February 1996 to fill
a vacancy in the Board of Directors. To be elected as a director, each nominee
must receive a majority of the votes cast by the holders of the common shares
entitled to vote at the meeting with respect to such election, provided that a
quorum is present at the time the vote is taken. Abstentions and broker
non-votes will have no impact on the outcome of the vote. If any of the nominees
listed below, each of whom has indicated his willingness to serve as a director
if elected, is unable or declines to serve, the Board of Directors will name a
substitute nominee, in which event, pursuant to the accompanying proxy, votes
will be cast for such substitute nominee.

The following information is furnished with respect to each nominee for
election as a director and each director whose term will continue after the
annual meeting.

NAME, AGE, SERVICE AS A DIRECTOR OF THE COMPANY (A), PRINCIPAL OCCUPATION,
POSITIONS AND OFFICES, OTHER DIRECTORSHIPS AND BUSINESS EXPERIENCE
- --------------------------------------------------------------------------------

NOMINEES FOR ELECTION AS DIRECTORS

Class I -- Term Ending in 1999

EMILE A. BATTAT

Mr. Battat, age 58, has been a director of the Company since 1987. Mr. Battat
is President and Chief Executive Officer of Piedmont Enterprises, Inc., a
consulting firm, and has served in such position since March 1994. Mr. Battat
served as the President and Chief Executive Officer of Minemet, Inc., a
company engaged in international trade, from August 1978 until February 1994.
He is a director of Advanced Oxygen Technologies, Inc.

JOHN H. P. MALEY

Mr. Maley, age 60, has been a director of the Company since February 1996. Mr.
Maley has been a consultant since January 1995. From 1976 to December 1994 he
was Chairman and Chief Executive Officer of Chattanooga Group, Inc., a
manufacturer of physical therapy equipment.

J. KENNETH SMITH

Mr. Smith, age 68, has been a director of the Company since 1982. Preceding
his retirement in 1986, Mr. Smith was the Director -- Government Relations of
Oryx Energy Company, a company engaged in oil and gas production.

DIRECTORS CONTINUING IN OFFICE

Class II -- Term Ending in 1997

RICHARD O. JACOBSON

Mr. Jacobson, age 59, has been a director of the Company since 1992. Mr.
Jacobson is President and Chief Executive Officer of Jacobson Warehouse
Company, Inc., a company engaged in public warehousing and distribution, and
has served in such capacities for 28 years. He is a director of Allied Group,
Inc., FelCor Suite Hotels Inc. and Heartland Express, Inc.

2
6

JEROME J. MCGRATH

Mr. McGrath, age 73, has been a director of the Company since 1988. Mr.
McGrath is Of Counsel to the law firm of Gallagher, Boland, Meiburger &
Brosnan and has held such position since January 1988. From January 1978
through December 1987, Mr. McGrath served as President of the Interstate
Natural Gas Association of America.

HUGH J. MORGAN, JR.

Mr. Morgan, age 67, has been a director of the Company since 1988. Mr. Morgan
is Chairman of the Board of National Bank of Commerce of Birmingham and has
served in such position since February 1990. From May 1987 to February 1990,
he was Vice Chairman of the Board of said bank. Mr. Morgan was employed for
many years by Sonat Inc., a diversified energy holding company, or by Southern
Natural Gas Company, a natural gas pipeline company and a wholly owned
subsidiary of Sonat Inc., and immediately prior to his retirement in 1987
served as Vice Chairman of the Board of Sonat Inc. and as Chairman of the
Board of Southern Natural Gas Company.

Class III -- Term Ending in 1998

JERRY A. HOWARD

Mr. Howard, age 53, has been a director of the Company since 1985. He is
Chairman of the Board, President and Chief Executive Officer of the Company
and of Alabama-Tennessee Natural Gas Company and is Chairman of the Board or
President of each of the Company's other subsidiaries. Mr. Howard joined the
Company as President in December 1984 and was elected to the additional
positions of Chief Executive Officer of the Company and Chairman of the Board
and Chief Executive Officer of Alabama-Tennessee Natural Gas Company in May
1985, President of Alabama-Tennessee Natural Gas Company in May 1986, Chairman
of the Board or President of the Company's other subsidiaries at various times
in the period from May 1985 to May 1994 and Chairman of the Board of the
Company in January 1991.

ROGER F. STEBBING

Mr. Stebbing, age 55, has been a director of the Company since 1992. Mr.
Stebbing is President and Chief Executive Officer of Marlboro Enterprises,
Inc., a company engaged in chemical plant engineering, design, construction
and operation, and has served in such capacities since 1976. He is also
President and Chief Executive Officer of Stebbing and Associates, Inc., an
engineering consulting company, and has served in such capacities since 1986.

JOHN P. STUPP, JR.

Mr. Stupp, age 45, has been a director of the Company since 1985. He is the
Executive Vice President of Stupp Bros., Inc., a structural steel fabrication
company, and has served in such capacity since December 1989. From January
1992 to August 1995, Mr. Stupp also served as President and since August 1995
he has served as Chief Executive Officer of Stupp Corporation, a division of
Stupp Bros., Inc. He is a director of Maverick Tube Corporation.
- ---------------

(a) Each director also has served as a director of Alabama-Tennessee Natural Gas
Company, a Company subsidiary, since first becoming a director of the
Company, except that Mr. Smith began serving as a director of
Alabama-Tennessee Natural Gas Company in 1975, preceding the organization
of the Company in 1982.

3
7

INFORMATION REGARDING BOARD OF DIRECTORS AND COMMITTEES

The Company's Board of Directors held five meetings during 1995. Each
director attended at least 75% of the aggregate of the number of meetings of the
Board of Directors and the number of meetings of all committees on which he
served held in 1995 during the time he served as a director or as a member of
such committees, except Mr. Jacobson who attended 63% of all such meetings.

The Board of Directors has three standing committees, the Executive
Committee, the Compensation Committee and the Audit Committee. The Executive
Committee is currently comprised of Jerry A. Howard, Hugh J. Morgan, Jr. and J.
Kenneth Smith. The Compensation Committee, which is currently comprised of Emile
A. Battat, Richard O. Jacobson, Hugh J. Morgan, Jr., J. Kenneth Smith and John
P. Stupp, Jr., makes recommendations to the Board of Directors as to the
remuneration of all officers of the Company and its subsidiaries and administers
the AlaTenn Resources, Inc. 1990 Stock Option Plan (the "Stock Option Plan"),
the AlaTenn Resources, Inc. 1994 Key Employee Stock Incentive Plan (the "Stock
Incentive Plan"), the Ryder International Corporation Short Term Incentive
Compensation Plan and the Ryder International Corporation Long Term Incentive
Compensation Plan. The Compensation Committee met three times in 1995. The Audit
Committee, the current members of which are Jerome J. McGrath, Roger F. Stebbing
and John P. Stupp, Jr., has the responsibility of reviewing the Company's
financial results, the scope and result of audits and internal accounting
controls. The Audit Committee also recommends to the Board of Directors the
appointment of the Company's independent auditors. The Audit Committee met two
times in 1995.

Alabama-Tennessee Natural Gas Company, a subsidiary of the Company, pays
each director of said subsidiary who is not an employee of the Company or any of
its subsidiaries a fee of $1,000 per month and $750 for each meeting of the
Board of Directors of said subsidiary at which he is in attendance. Alabama-
Tennessee Natural Gas Company also reimburses each non-employee director for
travel and out-of-pocket expenses incurred in connection with attending such
meetings. Each of the directors of the Company also serves as a director of
Alabama-Tennessee Natural Gas Company.

Alabama-Tennessee Natural Gas Company has a deferred compensation plan
pursuant to which its non-employee directors may elect to defer receipt of all
or a portion of their monthly fees and meeting fees. Such election may be made
during certain periods of each year and the percentages specified in such
election may be changed prospectively once each year. Alabama-Tennessee Natural
Gas Company is to maintain certain bookkeeping accounts to which it is to credit
the amount of such fees which each non-employee director has elected to defer
for each year, together with interest. The balances in such accounts are payable
within 30 days after the earlier of the date specified by the non-employee
director and the date on which he ceases to be a non-employee director.

Pursuant to the Company's Restricted Shares Compensation Plan for
Non-Employee Directors (the "Restricted Shares Plan"), which was approved by the
Board of Directors and the shareholders in 1991, the Company is to issue on July
10 of each year 400 common shares of the Company to each person who was serving
as a non-employee director of the Company on the day before the immediately
preceding annual meeting of shareholders and who had been elected to such
position at least 11 months prior to such date. The aggregate number of common
shares of the Company that may be awarded pursuant to the Restricted Shares Plan
may not exceed 35,000; however, such number will be adjusted to give proper
effect to any change in the common shares of the Company by reason of a
recapitalization, stock split, stock dividend or other change in capitalization
affecting the common shares. The Restricted Shares Plan provides that the common
shares awarded to a non-employee director may not be sold, assigned,
transferred, pledged or otherwise encumbered until the earliest of (i) the
non-employee director's death, (ii) the non-employee director's permanent and
total disability or (iii) the date which is 12 months from the date on which
such common shares were issued.

4
8

SECURITIES OWNERSHIP

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information regarding the beneficial
ownership of common shares of the Company as of March 1, 1996 by the only
persons known by the Company to be the beneficial owners of more than 5% of the
outstanding common shares of the Company.

Name and Address Number of Shares Percent
of Beneficial Owner Beneficially Owned of Class(a)
- --------------------------------------------------------------- ------------------ -----------

Dimensional Fund Advisors Inc.(b).............................. 114,800(b) 5.3%
1299 Ocean Avenue
11th Floor
Santa Monica, California 90401
T. Rowe Price Associates, Inc.(c).............................. 144,000(c) 6.6%
100 E. Pratt Street
Baltimore, Maryland 21202

- ---------------

(a) For purposes of this table, the percentage of class beneficially owned has
been computed, in accordance with Rule 13d-3(d)(1) under the Securities
Exchange Act of 1934, on the basis of 2,120,084 common shares outstanding
on March 1, 1996, plus 63,650 common shares issuable pursuant to incentive
stock options exercisable on March 1, 1996 or within 60 days thereafter.
(b) Based upon a Schedule 13G filed with the Securities and Exchange Commission
and furnished to the Company by Dimensional Fund Advisors Inc.
("Dimensional"), a registered investment adviser, reporting that
Dimensional is deemed to have beneficial ownership of said 114,800 common
shares of the Company and that all of said common shares are held in
portfolios of DFA Investment Dimensions Group Inc., a registered open-end
investment company, or in series of the DFA Investment Trust Company, a
Delaware business trust, or the DFA Group Trust and DFA Participation Group
Trust, investment vehicles for qualified employee benefit plans, all of
which Dimensional serves as investment manager. In said Schedule 13G,
Dimensional has reported that it has sole power to vote or direct the vote
of 73,600 common shares of the Company included in said 114,800 common
shares listed above, that persons who are officers of Dimensional also
serve as officers of DFA Investment Dimensions Group Inc. and The DFA
Investment Trust Company and, in such capacity, have the power to vote or
direct the vote of 41,200 common shares of the Company held by such
investment companies and included in the 114,800 common shares listed
above, and that Dimensional has the sole power to dispose or direct the
disposition of said 114,800 common shares of the Company. Dimensional has
disclaimed beneficial ownership of all such common shares.
(c) Based upon a Schedule 13G filed with the Securities and Exchange Commission
and furnished to the Company by T. Rowe Price Associates, Inc. ("Price
Associates") and T. Rowe Price Small Cap Value Fund, Inc. reporting that T.
Rowe Price Small Cap Value Fund, Inc. has sole power to vote or direct the
vote of such common shares and that Price Associates, which serves as
investment adviser for T. Rowe Price Small Cap Value Fund, Inc., has sole
power to dispose or direct the disposition of such common shares. For
purposes of the reporting requirements of the Securities Exchange Act of
1934, Price Associates is deemed to be a beneficial owner of such common
shares; however, Price Associates has expressly disclaimed beneficial
ownership of all such common shares.

5
9

SECURITIES OWNERSHIP OF MANAGEMENT

The following table sets forth information regarding the beneficial
ownership of common shares of the Company as of March 1, 1996 by (i) each of the
directors of the Company, three of whom are also the nominees for election as
directors at the annual meeting; (ii) the executive officers of the Company who
are named in the Summary Compensation Table herein; and (iii) all directors and
executive officers of the Company as a group.

Number of Shares Percent
Name Beneficially Owned(a) of Class(a)
- ------------------------------------------------------------- --------------------- -----------

Emile A. Battat.............................................. 42,200 1.9%
Jerry A. Howard.............................................. 34,860(b) 1.6%
Richard O. Jacobson.......................................... 55,000 2.5%
Jerome J. McGrath............................................ 2,200 *
John H. P. Maley............................................. 0 *
Hugh J. Morgan, Jr........................................... 23,000 1.1%
J. Kenneth Smith............................................. 2,480(c) *
Roger F. Stebbing............................................ 1,200 *
John P. Stupp, Jr............................................ 92,720(d) 4.2%
George G. Petty.............................................. 13,350(e) *
Jeffery Strickland........................................... 8,662(f) *
Dick Rabenau................................................. 2,000 *
Gus Magrini.................................................. 6,500(g) *
All directors and executive officers as a group.............. 284,172(h) 13.0%

- ------------------

* Less than 1% of class outstanding
(a) The above information is based upon information furnished by the persons
listed. For purposes of this table, the percentage of class beneficially
owned has been computed, in accordance with Rule 13d-3(d)(1) under the
Securities Exchange Act of 1934, on the basis of 2,120,084 common shares
outstanding on March 1, 1996, plus 63,650 common shares issuable pursuant
to incentive stock options exercisable on March 1, 1996 or within 60 days
thereafter. Except as otherwise indicated in the notes to this table,
beneficial ownership includes sole voting and investment power.
(b) Includes 1,934 shares held in Mr. Howard's account under the
Alabama-Tennessee Natural Gas Company Thrift Plan and 20,900 shares
issuable to Mr. Howard pursuant to incentive stock options exercisable on
March 1, 1996 or within 60 days thereafter.
(c) Includes 420 shares held under usufruct as to which Mr. Smith has voting
power but no dispositive power.
(d) Includes 90,000 shares held by Stupp Bros., Inc. as to which shares Mr.
Stupp shares voting power and investment power as a director and executive
officer of, and as a voting trustee of a voting trust which owns 100% of
the stock of, Stupp Bros., Inc.
(e) Includes 4,150 shares held jointly by Mr. Petty and his wife, and 9,200
shares issuable to Mr. Petty pursuant to incentive stock options
exercisable on March 1, 1996 or within 60 days thereafter.
(f) Includes 8,500 shares issuable to Mr. Strickland pursuant to incentive stock
options exercisable on March 1, 1996 or within 60 days thereafter.
(g) Consists of 6,500 shares issuable to Mr. Magrini pursuant to incentive stock
options exercisable on March 1, 1996 or within 60 days thereafter.
(h) See notes (b)-(g) above.

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors to file initial reports of ownership and
reports of changes of ownership of the Company's common shares with the
Securities and Exchange Commission. Executive officers and directors are
required to furnish the Company with copies of Section 16(a) forms that they
file. Based upon a review of these filings and written representations from the
Company's directors and executive officers regarding the filing of such reports,
the Company believes that its directors and executive officers complied with all
applicable Section 16(a) filing requirements during 1995.

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10

EXECUTIVE COMPENSATION

The following table sets forth certain information concerning the annual
and long-term compensation for services in all capacities to the Company and its
subsidiaries for the years ended December 31, 1995, 1994 and 1993 of those
persons during 1995 who were (i) the Chief Executive Officer of the Company and
(ii) the other executive officers of the Company whose salary and bonus for the
year ended December 31, 1995 exceeded $100,000 (such officers are referred to
herein as the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

Long-Term
Compensation
-------------------------
Awards
Annual Compensation -------------------------
------------------------------------ Restricted Securities
Name and Other Annual Stock Underlying All Other
Principal Position Year Salary Bonus Compensation(1) Awards Options(2) Compensation
- ---------------------------- ---- -------- ------- --------------- ---------- ---------- ------------

Jerry A. Howard............. 1995 $400,000 $74,400 $ -- $ 0 6,000 $ 34,707(3)
Chairman of the Board, 1994 394,375 16,000 -- 17,500(2) 10,200 34,066
President and Chief 1993 379,375 15,400 -- 0 7,500 32,751
Executive Officer
George G. Petty............. 1995 144,500 5,840 -- 0 3,000 12,778(3)
Vice President -- Finance, 1994 140,500 5,680 -- 0 3,600 12,440
Chief Financial Officer 1993 135,375 5,520 -- 0 3,000 11,988
and Secretary-Treasurer
Jeffery Strickland.......... 1995 90,000 10,170 -- 0 1,800 8,092(3)
Vice 1994 85,500 3,600 -- 0 4,500 7,654
President -- Corporate 1993 75,000 3,120 -- 0 3,000 6,829
Development
Dick Rabenau(4)............. 1995 122,185 53,874 19,936(5) 0 6,000 6,748(3)
President -- Ryder 1994 84,373 14,400 -- 0 0 2,756
International Corporation 1993 -- -- -- -- -- --
Gus Magrini................. 1995 91,875 8,720 -- 0 3,000 8,355(3)
President -- AlaTenn 1994 88,500 3,600 -- 0 3,000 8,003
Energy Marketing Company, 1993 84,500 3,440 -- 0 3,000 7,653
Inc.

- ---------------

(1) Excludes perquisites and other benefits, unless the aggregate amount of such
compensation is at least the lesser of $50,000 or 10% of the total annual
salary and bonus reported for the Named Executive Officer.
(2) The restricted stock award in the table represents an award granted under
the Stock Incentive Plan, and the dollar amount thereof is the fair market
value of the award on the date of grant, based upon the closing price of
the Company's common shares, as reported by the Nasdaq Stock Market, on
such date. As of December 31, 1995, Mr. Howard held 1,000 restricted shares
with an aggregate value of $21,250, based upon the closing price of the
Company's common shares, as reported by the Nasdaq Stock Market on such
date. Options granted during 1995 and 1994 represent incentive stock
options granted under the Stock Incentive Plan. Options granted prior to
1994 represent incentive stock options granted under the Stock Option Plan.
(3) Includes the following paid by the Company or one or more of its
subsidiaries: (i) matching contributions to the Alabama-Tennessee Natural
Gas Company Thrift Plan (Mr. Howard, $9,240; Mr. Petty, $8,670; Mr.
Strickland, $5,400; Mr. Rabenau, $6,150; and Mr. Magrini, $5,513); (ii)
payment of life insurance premiums (Mr. Howard, $10,707; Mr. Petty, $4,108;
Mr. Strickland, $2,692; Mr. Rabenau, $598; and Mr. Magrini, $2,842); and
(iii) with respect to Mr. Howard, a contribution to the Alabama-Tennessee
Natural Gas Company Supplemental Executive Thrift Plan in the amount of
$14,760.
(4) The Company acquired the business of Ryder International Corporation in
April 1994. Accordingly, Mr. Rabenau was not an executive officer of the
Company at any time prior to April 1994 and, in accordance with the revised
rules on executive compensation disclosure adopted by the Securities and
Exchange Commission, information for 1993 is not included for Mr. Rabenau.

7
11

(5) Comprised of country club membership fee and dues, and reimbursement for
federal income tax liability resulting from income associated therewith,
aggregating $10,936 and automobile allowance of $9,000.

OPTION GRANTS IN 1995

Individual Grants
------------------------------------------------- Potential
Percentage Realizable Value At
of Total Assumed Annual
No. of Options Rates of Stock Price
Securities Granted to Appreciation
Underlying Employees Exercise for Option Term(2)
Options in Fiscal Price Expiration --------------------
Name Granted(1) Year Per Share Date 5% 10%
- ---------------------------------- ---------- ----------- --------- ---------- ------- --------

Jerry A. Howard................... 6,000 14% $ 18.00 5/01/05 $67,921 $172,120
George G. Petty................... 3,000 7% 18.00 5/01/05 33,961 86,060
Jeffery Strickland................ 1,800 4% 18.00 5/01/05 20,376 51,636
Dick Rabenau...................... 6,000 14% 18.00 5/01/05 67,921 172,120
Gus Magrini....................... 3,000 7% 18.00 5/01/05 33,961 86,060

- ---------------

(1) All options granted in 1995 are "incentive stock options" pursuant to the
Stock Incentive Plan and the applicable provisions of the Internal Revenue
Code. The exercise price of the options granted is equal to the fair market
value of the common shares on the date of grant, which was May 1, 1995.
Options are exercisable in whole or in part during each relevant time
period, with one-third exercisable one year after grant, an additional
one-third three years after grant and the remaining one-third five years
after grant. The options granted under the Stock Incentive Plan are not
transferable by the optionee except by will or by the laws of descent and
distribution, and each option is exercisable during the lifetime of the
optionee, only by the optionee or, in the event of disability, by the
optionee's guardian or representative. All options terminate three months
after the optionee's termination of employment except in case of
disability, in which case the options terminate one year after termination
of employment. The number of options granted, the term thereof and the
manner in which options are to be exercised are determined by the
Compensation Committee.
(2) Potential realizable value is based upon the assumption that the market
price of the common shares of the Company will appreciate at the compounded
annual rate shown from the date of grant until the end of the option term.
The dollar amounts in the foregoing table have been calculated based upon
the requirements in the revised rules on executive compensation disclosure
adopted by the Securities and Exchange Commission and do not reflect the
Company's estimate of future growth in the price of the Company's common
shares.

AGGREGATED OPTION EXERCISES IN 1995 AND YEAR-END OPTION VALUES

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Shares Options at Year End Options at Year End(1)
Acquired on Value --------------------------- ---------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------- ----------- -------- ----------- ------------- ----------- -------------

Jerry A. Howard................. 0 $0 20,900 17,800 $82,750 $45,000
George G. Petty................. 0 0 9,200 7,400 38,875 18,750
Jeffery Strickland.............. 0 0 8,500 6,800 33,625 17,100
Dick Rabenau.................... 0 0 0 6,000 0 19,500
Gus Magrini..................... 0 0 6,500 7,000 24,313 17,250

- ---------------

(1) Such value is equal to the product of (i) the closing price of the common
shares of the Company on December 31, 1995 ($21.25 per share) less the
exercise price and (ii) the number of shares subject to the in-the-money
option.

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LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR

The following table sets forth certain information respecting each Named
Executive Officer who received awards in 1995 under the Ryder International
Corporation Long Term Incentive Compensation Plan (the "Ryder Long Term Plan"):

Number of Performance
Shares, or Other Estimated Future Payouts
Units Period Until Under Non-Stock Price-Based Plans(2)
or Other Maturation -------------------------------------
Name Rights(#)(1) or Payout Threshold($) Target($) Maximum($)
- ------------------------------------ ------------ ------------- ------------ --------- ----------

Jerry A. Howard..................... -- 1995 -- 1997 $ 40,000 $ 80,000 $160,000
Jeffery Strickland.................. -- 1995 -- 1997 4,500 9,000 18,000
Dick Rabenau........................ -- 1995 -- 1997 36,900 73,800 147,600

- ---------------

(1) Awards consist of the designation of percentages of annual base salary in
effect at the beginning of a three-year performance period which is to be
paid at the end of such performance period to each participant if the
financial performance goals are met or exceeded. At the beginning of each
three-year performance period, the Compensation Committee designates the
key employees of Ryder International Corporation, the Company or other
Company subsidiaries who are to participate, sets the percentage of annual
base salary then in effect to be paid for each participant, the performance
criteria and the threshold, target and maximum performance levels. The
financial performance goals which were specified in 1995 are based upon
Ryder International Corporation's cumulative earnings for the performance
period, before overhead allocations, interest, bonus accruals and income
taxes.
(2) There is no assurance that Ryder International Corporation will achieve
results that will result in payments being made under the Ryder Long Term
Plan for any performance period. No payout occurs unless the threshold
performance goal is met or exceeded.

RETIREMENT PLANS

The Company's subsidiary, Alabama-Tennessee Natural Gas Company, maintains
a non-contributory pension plan (the "Pension Plan") that applies to all its
employees and the employees of Ryder International Corporation, another Company
subsidiary, including officers, meeting certain age and service requirements.
The Pension Plan provides benefits for retirement at age 65, for early
retirement and for disability retirement, and provides for death benefits under
certain circumstances. Any employee can qualify to become a participant in the
Pension Plan by completing one year of employment in which he has 1,000 or more
hours of service. Under the Pension Plan, an employee of Alabama-Tennessee
Natural Gas Company who retires at age 65, which is the normal retirement age
provided in the Pension Plan, will be eligible to receive a monthly benefit
payable throughout his lifetime in an amount based on such employee's
compensation for the preceding five years and years of credited service. An
employee of Ryder International Corporation will be entitled to receive a
monthly benefit equal to the product of $10 and his years of credited service.
The benefits payable under the Pension Plan are not subject to Social Security
or other offset. Alabama-Tennessee Natural Gas Company also has a supplemental
non-contributory pension plan (the "Supplemental Executive Retirement Plan") for
its eligible employees, including officers. The Supplemental Executive
Retirement Plan provides for benefit payments in addition to those payable under
the Pension Plan and is intended to provide benefits that would otherwise be
denied participants by reason of certain Internal Revenue Code limitations on
qualified plan benefits.

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13

The following table illustrates the estimated maximum annual benefits
payable to employees of Alabama-Tennessee Natural Gas Company under the Pension
Plan and the Supplemental Executive Retirement Plan under the life annuity
option, assuming retirement in 1995 at age 65, and without considering any
additional benefits for years of credited service in excess of 30.

PENSION PLAN TABLE

Final
Average Years of Service
Annual ------------------------------------------------------------------------
Compensation 5 10 15 20 25 30
- ------------ ------- -------- -------- -------- -------- --------

$100,000 $ 9,248 $ 18,497 $ 27,745 $ 36,993 $ 46,242 $ 55,490
150,000 14,248 28,497 42,745 56,993 71,242 85,490
200,000 19,248 38,497 57,745 76,993 96,242 115,490
250,000 24,248 48,497 72,745 96,993 121,242 145,490
300,000 29,248 58,497 87,745 116,993 146,242 175,490
350,000 34,248 68,497 102,745 136,993 171,242 205,490
400,000 39,248 78,497 117,745 156,993 196,242 235,490
450,000 44,248 88,497 132,745 176,993 221,242 265,490
500,000 49,248 98,497 147,745 196,993 246,242 295,490
550,000 54,248 108,497 162,745 216,993 271,242 325,490
600,000 59,248 118,497 177,745 236,993 296,242 355,490

The compensation used to calculate the retirement benefits under the
Pension Plan and the Supplemental Executive Retirement Plan is to be determined
on the basis of salary and bonus as shown in the Summary Compensation Table. As
of December 31, 1995, Messrs. Howard, Petty, Strickland and Magrini had 11 1/12
years, 8 11/12 years, 12 1/4 years and 8 1/12 years, respectively, of credited
service. Mr. Rabenau, who is an employee of Ryder International Corporation, had
1 2/3 years of credited service at December 31, 1995. Assuming retirement at age
65, the benefits payable to Mr. Rabenau under the Pension Plan are estimated to
be approximately $130 per month.

SEVERANCE COMPENSATION AGREEMENTS

The Company is a party to agreements with Messrs. Howard and Petty which
are intended to encourage each such officer to continue to carry out his duties
with the Company in the event of a potential change in control of the Company.
The agreements provide that if, following a change in control of the Company (as
defined in the agreements), the officer's employment with the Company is
terminated either by the Company for other than cause or permanent disability or
by such officer for good reason (as defined in the agreements), then the officer
will receive (a) a lump sum payment equal to three times the greater of (i) the
highest annual salary plus bonus paid by the Company to the officer in the five
fiscal years of the Company preceding the year in which the termination of
employment occurs and (ii) the officer's "annualized includable compensation" as
defined in the Internal Revenue Code, (b) certain other payments respecting,
among other things, the Company's retirement plans and relocation costs or
losses and (c) various welfare benefits for a specified period of time after
termination of employment. The Internal Revenue Code imposes certain excise
taxes on the recipient of, and limits the deductibility of, certain compensatory
payments made by a corporation to or for the benefit of certain individuals if
such payments are contingent upon a change in ownership of a substantial portion
of the assets, or a change in control, of such corporation. The agreements limit
the compensation payments thereunder to amounts which can be paid by the Company
without such adverse tax consequences. The agreements also provide that, while
the officer is employed by the Company for a period up to four years following
the change in control, such officer is to continue to receive (i) annual
compensation in an amount not less than the officer's annual fixed or base
salary as in effect immediately prior to the change in control, (ii) an annual
amount not less than the aggregate annual bonus or incentive pay made to the
officer for the calendar year preceding the year in which the change in control
occurs, and (iii) full participation in all employee retirement income and
welfare benefit policies and programs of the Company.

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14

The Supplemental Executive Retirement Plan and the Alabama-Tennessee
Natural Gas Company Supplemental Executive Thrift Plan provide that upon a
change in control of the Company, participants therein whose employment
terminates may elect to receive immediately their benefits thereunder and
account balances therein, respectively. Under the Stock Option Plan and the
Stock Incentive Plan, in the event of a change in control of the Company all
outstanding options are to become fully exercisable and all restricted shares
are to become fully vested, and the value of the outstanding options and
restricted shares is to be cashed out, unless otherwise determined by the
Compensation Committee.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Company's executive compensation program is administered by the
Compensation Committee, all the members of which are non-employee directors of
the Company. This program is designed to attract, retain and motivate management
and includes compensation that is tied to enhanced shareholder value. The
Compensation Committee is responsible for recommendations for base salaries,
salary increases and bonuses and for the administration of the Company's
incentive programs.

Compensation Policies

Several years ago, the Compensation Committee conducted a comprehensive
review of the Company's executive officers compensation program and concluded
that base salary and stock option awards would be the principal components of
compensation for the Company's executive officers. The Compensation Committee
concluded, however, that it would continue to review other forms of executive
compensation, and, in 1994, restricted stock awards were added as a form of
executive compensation to be utilized in appropriate situations. In 1995, on the
recommendation of the Compensation Committee a program was adopted which
provides for the payment of annual and three year incentive compensation tied to
the performance of Ryder International Corporation and which in 1995 covered
certain key employees of Ryder International Corporation and two executive
officers of the Company who devote substantial amounts of time to the operations
of Ryder International Corporation.

Base salaries of the Company's executive officers are reviewed annually and
adjustments made on the basis of the Company's performance as measured by
certain financial and non-financial criteria, various survey information
respecting compensation of executive officers, compensation levels for executive
officers in a broad range of companies in the energy and utilities industries
(which range is broader than the group of companies included in the Edward D.
Jones Natural Gas Index used in comparing cumulative shareholder return), cost-
of-living information and individual performance of the particular executive
officer. The Compensation Committee has not assigned relative weights or values
to any of such criteria. With respect to all executive officers other than Mr.
Howard, the Compensation Committee takes into consideration a review of
individual performance provided by Mr. Howard and recommendations regarding
adjustments of compensation provided by him. With respect to the financial
performance of the Company, the Compensation Committee takes into consideration
the Company's operating income, net income (both inclusive and exclusive of
one-time items), return on invested capital and total shareholder return, both
compared to the Edward D. Jones Diversified Natural Gas Index and on a
stand-alone basis. The Compensation Committee has also concluded that in
evaluating the Company's performance it will give consideration to certain
non-financial criteria including customer relations, safety record, corporate
citizenship and environmental awareness. A new executive's base salary is
determined on the basis of the responsibilities of the position, the experience
of the new executive and the competitive marketplace for management talent. The
Compensation Committee has also acknowledged that, in fixing base salaries and
adjustments, consideration is to be given to the cost of living in northern
Alabama as compared to the cost of living in larger population areas. With the
addition of Ryder International Corporation's business in the medical and health
care products field, the Ryder International Corporation Short Term Incentive
Compensation Plan (the "Ryder Short Term Plan") and the Ryder International
Corporation Long Term Incentive Compensation Plan (the "Ryder Long Term Plan")
(collectively, the "Ryder Plans") have been adopted, on the recommendation of
the Compensation Committee, in order to tie a significant amount of compensation
of certain key employees of Ryder International Corporation, of the Company or
of other Company subsidiaries, including executive officers of the Company, who
devote substantial time to the business of Ryder International Corporation to
the attainment of certain annual and

11
15

three-year financial goals for Ryder International Corporation. The Compensation
Committee believes that the Ryder Plans provide incentives for those key
employees who are in a position to impact directly the performance of Ryder
International Corporation to maximize the growth and financial performance of
that unit. Under the Ryder Plans, the Compensation Committee designates the
persons who are to participate, sets annual and three-year financial performance
levels and sets the cash bonuses, as a percentage of base salary, to be paid to
each participant if the financial performance goals are met or exceeded.

Stock options and restricted stock awards are also designed to motivate
executives to improve the long term performance of the Company's common shares
in the market, to encourage them to achieve superior results over the long term
and to align executive officer and shareholder interests. Decisions respecting
the restricted stock awards are made on the basis of the criteria referred to
above, and decisions respecting the grant of stock options are made using the
same criteria as well as the number of unexercised options held by key
employees. The Compensation Committee has also concluded that, where
appropriate, it will stagger the exercise dates for options and the restriction
period for restricted stock over a period of time so that the key employee
receiving stock option or restricted stock awards will be rewarded only if he
remains with the Company for an extended period and in order to emphasize the
significance of the Company's long term performance.

Compensation of Chief Executive Officer

In reaching its decisions respecting Mr. Howard's cash compensation in 1995
and stock option awards, the Compensation Committee reviewed Mr. Howard's base
salary, bonuses and stock option and restricted stock awards in 1991, 1992, 1993
and 1994, the changes in such compensation made during such period and certain
of the factors considered by the Company when those changes in compensation were
made. Additionally, the Compensation Committee took into consideration the
Company's performance measured by the Company's operating income, net income
(both inclusive and exclusive of one-time items), return on invested capital and
total shareholder return, both compared to the Edward D. Jones Diversified
Natural Gas Index and on a stand-alone basis, but did not assign relative
weights or values to any of such criteria in assessing the Company's
performance. The Compensation Committee noted that operating income in 1994 was
up 14.7% from 1993, net income including one-time items was down 36.0% from
1993, net income excluding one-time items was up 5.4%, return on invested
capital in 1994 was 17.61% and total shareholder return in 1994 was a negative
13.26% as compared to total shareholder return of negative 13.13% reflected by
the Edward D. Jones Diversified Natural Gas Index. In addition, the Compensation
Committee considered surveys of executive officer compensation, information
respecting the compensation levels for chief executive officers in the energy
and utilities industries, Mr. Howard's individual performance and the number of
unexercised stock options held by Mr. Howard. In reaching its conclusions
respecting Mr. Howard's base salary and stock incentive awards, the Compensation
Committee concluded that the criteria reviewed by it reflected that overall the
Company had achieved a strong financial and nonfinancial performance in 1994 and
noted Mr. Howard's leadership, including the leadership provided by him in the
acquisition of Ryder International Corporation's business, and his ability to
attract, manage and retain highly-qualified executive officers for the Company
and its subsidiaries. While acknowledging such performance and leadership, the
Compensation Committee concluded that Mr. Howard's base salary should not be
changed in light of his participation in the Ryder Plans. In 1995, the
Compensation Committee set annual and three-year target bonuses for Mr. Howard
under the Ryder Plans as a percentage of base salary and it specified Ryder
International Corporation's earnings, or cumulative earnings in the case of the
Ryder Long Term Plan, before overhead allocations, interest, bonus accruals and
income taxes as the financial performance criterion. For 1995, the Compensation
Committee determined that Mr. Howard would receive a cash bonus under the Ryder
Short Term Plan equal to 20%, 10% or 5% of his 1995 base salary if the maximum,
target or threshold performance level, respectively, under the Ryder Short Term
Plan was met or exceeded. A part of the bonus paid to Mr. Howard for 1995 as set
forth in the Summary Compensation Table was earned under the Ryder Short Term
Plan. In 1995, the Compensation Committee determined that Mr. Howard will
receive a cash bonus under the Ryder Long Term Plan equal to 40%, 20% or 10% of
his 1995 base salary if the maximum, target or threshold performance level,
respectively, for the three year period 1995-1997 is met or exceeded.

12
16

In further recognition of the Company's performance, reflected by the
criteria discussed above, and Mr. Howard's individual performance and to further
align Mr. Howard's interests with those of the Company's other shareholders, the
Compensation Committee awarded Mr. Howard options to purchase 6,000 common
shares exercisable in equal amounts after one, three and five years. In taking
such action, the Compensation Committee concluded that by deferring the dates on
which the options could first be exercised, additional emphasis would be placed
on Mr. Howard's remaining with the Company and on the Company's long-term
performance and the long-term performance of the Company's common shares in the
market. Mr. Howard, like all other employees of Alabama-Tennessee Natural Gas
Company, was also awarded a bonus in December 1995 equal to 4% of base salary.
The Compensation Committee recommended this award in light of the general
practice of the Company to award bonuses equal to such percent of base salary to
all employees of Alabama-Tennessee Natural Gas Company in December of each year
and in light of the Company's financial performance for the first nine months of
1995.

MEMBERS OF THE COMPENSATION COMMITTEE

Emile A. Battat J. Kenneth Smith
Richard O. Jacobson John P. Stupp, Jr.
Hugh J. Morgan, Jr.

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PERFORMANCE OF COMMON SHARES

The following graph compares the cumulative total return on investment (the
change in year-end stock price plus reinvestment of dividends), for each of the
last five fiscal years, assuming that $100 was invested on December 31, 1990 in
each of (i) the Company, (ii) a group of stocks consisting of all companies
whose stocks are included in the S&P 500 Composite Index and (iii) a group of
stocks consisting of 23 diversified natural gas companies in the Edward D. Jones
Diversified Natural Gas Index. The companies included in such industry index
are, in addition to the Company, the following: Chesapeake Utilities Corp.; The
Columbia Gas System, Inc.; Consolidated Natural Gas Co.; Eastern Enterprises;
Energen Corp.; Enserch Corp.; Equitable Resources, Inc.; K N Energy, Inc.;
National Fuel Gas Co.; National Gas & Oil Co.; Noram Energy Corp.; Oneok, Inc.;
Pacific Enterprises; Pennsylvania Enterprises, Inc.; Questar Corp.; South Jersey
Industries, Inc.; Southwest Gas Corp.; Southwestern Energy Co.; UGI Corp.;
Valley Resources, Inc.; Washington Energy Co.; and Wicor, Inc.

Edward D.
Jones
Diversified
Measurement Period AlaTenn Natural Gas
(Fiscal Year Covered) Resources S&P 500 Index

1990 $100.00 $100.00 $100.00
1991 119.00 130.00 86.00
1992 181.00 140.00 91.00
1993 170.00 154.00 104.00
1994 147.00 156.00 90.00
1995 201.00 215.00 123.00

PROPOSAL TO CHANGE THE COMPANY'S NAME

The Board of Directors has unanimously approved and recommended that the
shareholders adopt the following amendment to the Company's Articles of
Incorporation which would change the Company's name from "AlaTenn Resources,
Inc." to "ATRION Corporation":

"Article I of the Company's Articles of Incorporation, as amended, is
hereby amended to read as follows:

I. The name of the Corporation is ATRION Corporation."

When formed in 1982, the Company, through its subsidiaries, was engaged in
the transportation, sale and distribution of natural gas in the Tennessee Valley
and in oil and gas exploration. Over the years, the Company's operations have
changed significantly. Through its acquisition of the business of Ryder
International Corporation in 1994 and product acquisitions in the medical and
health care products field the Company has expanded beyond pipeline and energy
services in order to take advantage of new growth opportunities and to respond
to the challenge of operating in an increasingly competitive energy environment.
The Company currently plans to continue its movement into the medical and health
care products field and related business

14
18

areas as opportunities arise. The variety of activities in which the Company
is now engaged and intends to engage in the future are not fully encompassed
within the name "AlaTenn Resources, Inc." Accordingly, the Company believes
that the proposed new "ATRION Corporation" corporate name will more accurately
reflect the broader spectrum of services provided and to be provided through
such operations and will permit the Company's operating subsidiaries to become
publicly identified as a part of a single, diversified holding company. The
Company will, however, continue to use the name "Alabama-Tennessee Natural Gas
Company" for its interstate natural gas pipeline operations.

Adoption of the proposed amendment requires the affirmative vote of a
majority of the votes cast by the holders of the common shares entitled to vote
on the proposed amendment at the meeting, provided that a quorum is present when
the vote is taken. Abstentions and broker non-votes will have no impact on the
outcome of the vote.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ADOPTION OF THE PROPOSED
AMENDMENT.

RATIFICATION OF APPOINTMENT OF AUDITORS

Subject to shareholder ratification, the Board of Directors, upon
recommendation of the Audit Committee, has appointed the firm of Arthur Andersen
LLP as independent accountants to audit the financial statements of the Company
for the year 1996. Arthur Andersen LLP has audited the Company's financial
statements for many years. A representative of Arthur Andersen LLP will attend
the annual meeting, will have an opportunity to make a statement, and will be
available to respond to appropriate questions. The proposal to ratify the
appointment of auditors must receive the approval of a majority of the votes
cast by the holders of the common shares entitled to vote on such proposal,
provided that a quorum is present when the vote is taken. Abstentions and broker
non-votes will have no impact on the outcome of the vote. If the shareholders do
not ratify the appointment of Arthur Andersen LLP, the selection of independent
auditors will be reconsidered by the Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO RATIFY THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT ACCOUNTANTS TO AUDIT THE
FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR 1996.

SHAREHOLDER PROPOSALS

Shareholder Proposals in the Company's Proxy Statement

In order for proposals by shareholders to be considered for inclusion in
the Company's proxy material relating to the 1997 annual meeting of
shareholders, such proposals must be received by the Company on or before
December 2, 1996.

Shareholder Proposals to be Presented at Meetings

The Company's Bylaws provide that a shareholder who desires to propose any
business at a meeting of shareholders must give the Company written notice,
which must be received by the Company not later than ten days following the date
on which the Company first gives written or printed notice to shareholders of
such meeting, or, if the meeting is adjourned and the Company is required by
Alabama law to give notice of the adjourned meeting date, within five days after
the date on which the Company first gives written or printed notice to
shareholders of such adjourned meeting, setting forth (a) a brief description of
the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting; (b) the name and address of the
shareholder who intends to propose such business; (c) a representation that the
shareholder is a holder of record of shares of the Company entitled to vote at
such meeting and intends to appear in person or by proxy at such meeting to
propose such business; and (d) any material interest of the shareholder in such
business. The Chairman of the meeting may refuse to transact any business
presented at any meeting without compliance with the foregoing procedure. The
ten-day period referred to above will expire ten days after the date on which
the accompanying notice of annual meeting of shareholders is first mailed to
shareholders of the Company.

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19

Shareholder Nominations for Directors

The Company's Bylaws provide that a shareholder who desires to nominate
directors at a meeting of shareholders must give the Company written notice,
which must be received by the Company not later than ten days following the date
on which the Company first gives written or printed notice to shareholders of
such meeting, or, if the meeting is adjourned and the Company is required by
Alabama law to give notice of the adjourned meeting date, within five days after
the date on which the Company first gives written or printed notice to
shareholders of such adjourned meeting, setting forth (a) the name and address
of the shareholder who intends to make the nomination and of the person or
persons to be nominated; (b) a representation that the shareholder is a holder
of record of shares of the Company entitled to vote at such meeting and intends
to appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (c) a description of all arrangements or understandings
between the shareholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or nominations are to
be made by the shareholder; (d) such other information regarding each nominee
proposed by such shareholder as would have been required to be included in a
proxy statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had each nominee been nominated, or intended to be nominated, by the
Board of Directors; and (e) the consent of each nominee to serve as a director
of the Company if so elected. The Chairman of the meeting may refuse to
acknowledge the nomination of any person if a shareholder has failed to comply
with the foregoing procedure. The ten-day period referred to above will expire
ten days after the date on which the accompanying notice of annual meeting of
shareholders is first mailed to shareholders of the Company.

OTHER BUSINESS

The Board of Directors does not intend to bring any business before the
meeting other than that stated herein and is not aware of any other matters that
may be presented for action at the meeting. However, if any other matters should
properly come before the meeting, or any adjournments thereof, it is the
intention of the persons named in the accompanying proxy to vote on such matters
as they, in their discretion, may determine.

By Order of the Board of Directors

George G. Petty
Vice President -- Finance, Chief
Financial Officer and
Secretary-Treasurer

April 1, 1996

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Appendix

ALATENN RESOURCES, INC. PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby appoints Richard
O. Jacobson, Jerome J. McGrath and Roger F. Stebbing, or any of them, proxies of
the undersigned, with full power of substitution, to represent and to vote all
common shares of AlaTenn Resources, Inc. which the undersigned would be entitled
to vote at the annual meeting of shareholders of AlaTenn Resources, Inc., to be
held at the offices of the Company, 100 East Second Street, Sheffield, Alabama,
on Monday, May 6, 1996 at 10:00 a.m., Central Time, and at any adjournment or
postponement thereof, in the following manner:

1. ELECTION OF DIRECTORS.

/ / FOR all nominees listed below (except as / / AUTHORITY WITHHELD to vote for all
otherwise listed below) nominees

Emile A. Battat, John H. P. Maley and J. Kenneth Smith

TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, WRITE THAT NOMINEE'S NAME IN THE
SPACE PROVIDED BELOW.

- --------------------------------------------------------------------------------

2. PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION.

/ / FOR / / AGAINST / / ABSTAIN

(Continued and to be signed on other side)

(Continued from other side)

3. PROPOSAL TO RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT
ACCOUNTANTS OF THE COMPANY.

/ / FOR / / AGAINST / / ABSTAIN

4. IN THEIR DISCRETION, UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3. IF THIS PROXY
IS PROPERLY SIGNED AND RETURNED, THE SHARES REPRESENTED WILL BE VOTED FOR ITEMS
1, 2 AND 3 UNLESS YOU OTHERWISE SPECIFY HEREIN.

DATED: , 1996
-------------------

-------------------------------
SIGNATURE

Please sign this proxy exactly
as your name appears hereon.
When signing as executor,
administrator, trustee,
corporate officer, etc., please
give full title. In case of
joint owners, each joint owner
should sign.

Please Date, Sign and Return TODAY in the Enclosed Envelope.
No Postage Required if Mailed in the United States.